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<br /> EN HILLS
<br /> CITY OF ARDEN HILLS
<br /> COUNTY OF RAMSEY
<br /> STATE OF MINNESOTA
<br /> RESOLUTION NO. 2014-052
<br /> A RESOLUTION CONDITIONALLY GRANTING THE CONSENT
<br /> TO THE TRANSFER OF CONTROL OF THE CABLE TELEVISION FRANCHISE
<br /> AND CABLE TELEVISION SYSTEM FROM
<br /> COMCAST CORPORATION TO GREATLAND CONNECTIONS, INC.
<br /> WHEREAS, the North Suburban Communications Commission (hereinafter the
<br /> "Commission") is a Joint Powers Commission organized pursuant to Minn. Stat. § 471.59, as
<br /> amended, and includes the municipalities of Arden Hills, Falcon Heights, Lauderdale, Little
<br /> Canada, Mounds View, New Brighton, North Oaks, Roseville, St. Anthony, and Shoreview,
<br /> Minnesota(hereinafter, the "Member Cities"); and
<br /> WHEREAS, Comcast of Minnesota, Inc., ("Franchisee") holds individual franchises
<br /> (collectively the "Franchise") to operate a cable television system (the "System") in the Member
<br /> Cities pursuant to separate franchise ordinances (collectively the "Franchise Ordinances"); and
<br /> WHEREAS, Section 10.5(a)of the Franchise Ordinance requires the Commission's prior
<br /> consent to a fundamental corporate change, including a merger or a change in Franchisee's
<br /> parent corporation; and
<br /> WHEREAS, the Commission's Joint Powers Agreement includes the power to
<br /> administer and enforce the Franchise on behalf of the Member Cities; and
<br /> WHEREAS, after a series of transfers, Comcast of Minnesota, Inc., was approved by the
<br /> Commission as the Franchise holder, pursuant to prior transfer resolutions (the "Prior Transfer
<br /> Resolutions"). The Prior Transfer Resolutions, the Franchise, the Franchise Ordinance, and the
<br /> Franchise Extension Agreement together with any applicable resolutions, codes, ordinances,
<br /> acceptances, acknowledgments, guarantees, amendments, memoranda of understanding, social
<br /> contracts and agreements, are collectively referred to as the "Franchise Documents;" and
<br /> WHEREAS, Comcast of Minnesota, Inc., is an indirect, wholly-owned subsidiary of
<br /> Comcast Corporation("Comcast"); and
<br /> WHEREAS, Comcast, as the ultimate parent corporation of Franchisee, has agreed to
<br /> divest and transfer the Franchise and Cable System to Midwest Cable, Inc., in a process
<br /> described in the Transfer Application(the "Proposed Transaction"); and
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